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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
Commission File Number
33-91582
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FTD CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3711271
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
3113 WOODCREEK DRIVE
DOWNERS GROVE, IL 60515-5420
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(Address of Principal Executive Offices) (Zip Code)
(630) 719-7800
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(Registrant's Telephone Number, Including Area Code)
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Action
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of November 11, 1997, there were outstanding 6,064,830 shares of the
Registrant's class A common stock, par value $.01 per share, and 1,566,686
shares of the Registrant's class B common stock, par value $.0005 per share.
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FTD CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet at September 30, 1997
and June 30, 1997 3
Consolidated Condensed Statements of Operations
for the Three Month periods Ended September 30, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows for the
Three Month periods Ended September 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 6.Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index 13
</TABLE>
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FTD CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997 JUNE 30,
ASSETS (UNAUDITED) 1997
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $21,398 $28,294
Accounts receivable, less allowance for doubtful accounts
of $2,247 at September 30, 1997 and $2,211 at June 30, 1997 31,342 24,979
Inventories, principally finished goods, net 14,520 14,992
Deferred income taxes 7,242 7,242
Other current assets 1,958 2,034
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TOTAL CURRENT ASSETS 76,460 77,541
Property and equipment, less accumulated depreciation
of $26,381 at September 30, 1997 and $23,925 at June 30, 1997 18,192 20,580
OTHER ASSETS:
Deferred financing costs, less accumulated amortization
of $2,993 at September 30, 1997 and $2,724 at June 30, 1997 3,125 3,394
Other noncurrent assets 1,857 1,979
Goodwill and other intangibles, less accumulated amortization
of $8,276 at September 30, 1997 and $7,528 at June 30, 1997 77,482 78,230
-------- --------
TOTAL OTHER ASSETS 82,464 83,603
TOTAL ASSETS $177,116 $181,724
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt 9,287 9,297
Accounts payable 25,595 29,237
Accrued member incentive programs 12,930 13,816
Accrued severance costs 920 1,245
Other accrued liabilities 7,616 5,765
Members' deposits 10,022 9,991
Unearned income 3,017 2,724
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TOTAL CURRENT LIABILITIES 69,387 72,075
Long-term debt, less current maturities 70,973 73,103
Post-retirement benefits, less current portion 6,577 6,577
Accrued pension obligations, less current portion 576 876
Deferred income taxes 2,181 1,765
Minority interest in subsidiary 155 156
STOCKHOLDERS' EQUITY:
Common stock:
Class A 62 62
Class B 1 1
Paid-in capital 35,949 35,639
Accumulated deficit (7,830) (8,013)
Notes receivable (295) (32)
Treasury stock (620) (485)
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TOTAL STOCKHOLDERS' EQUITY 27,267 27,172
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $177,116 $181,724
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1997 1996
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<S> <C> <C>
REVENUES:
Marketplace $12,529 $13,639
Clearinghouse 6,777 6,627
Mercury Network 8,021 8,497
Other 8,160 8,305
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Total revenues 35,487 37,068
COSTS:
Products and distribution 8,746 9,461
Floral order transmissions and processing services 6,716 7,081
Member programs 6,576 6,811
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Total cost of goods sold and services
provided 22,038 23,353
Selling, general and administrative expense 10,136 11,312
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Income from operations 3,313 2,403
OTHER INCOME AND EXPENSES:
Interest income (327) (345)
Interest expense 3,003 3,283
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Total other income and expneses 2,676 2,938
Income (loss) before income tax expense
and minority interest 637 (535)
Income tax expense 458 24
Minority interest loss of subsidiary (1) (11)
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Net income (loss) $180 ($548)
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EARNINGS (LOSS) PER SHARE:
Primary and Fully Diluted $0.02 ($0.07)
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</TABLE>
See accompanying notes to consolidated financial statements.
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FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities ($4,519) $2,964
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (402) (1,386)
Sale of Property, Plant & Equipment 340 -
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Net cash used in investing activities (62) (1,386)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (2,230) (1,503)
Issuance (repurchase) of common stock, net 175 (39)
Change in stockholder notes receivable (263) 12
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Net cash used in financing activities (2,318) (1,530)
Effect of exchange rate changes on cash 3 3
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NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (6,896) 51
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 28,294 26,650
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END OF PERIOD $21,398 $26,701
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $554 $931
==== ====
Income taxes paid $ 44 $100
==== ====
</TABLE>
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FTD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The unaudited consolidated financial statements at September 30, 1997,
include the accounts of FTD Corporation and its wholly owned subsidiary,
Florists' Transworld Delivery, Inc. (collectively, the "Company" or "FTD").
These statements have been prepared in accordance with generally accepted
accounting principles for interim financial information pursuant to the rules
and regulations of the Securities and Exchange Commission and do not contain
all information included in the audited consolidated financial statements and
notes for the year ended June 30, 1997. In the opinion of FTD management, all
adjustments necessary for a fair presentation of the financial position and
results of operations have been included (and any such adjustments are of a
normal, recurring nature, except as disclosed herein). Due to seasonal
variations in FTD's business, operating results for the three month period
ended September 30, 1997 are not necessarily indicative of the results that
might be expected for the year ended June 30, 1998.
Certain amounts in the September 30, 1996 consolidated condensed financial
statements have been reclassified to conform to the current year presentation.
Note 2. Accrued Severance and Related Costs
The following table reflects the changes to accrued severance, asset
impairment loss, and other reserves for the three month period ended September
30, 1997 (in thousands):
<TABLE>
<CAPTION>
Severance Relocation
Benefits Costs Other Total
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<S> <C> <C> <C> <C>
Remaining liability as of June 30, 1997 $ 792 $119 $334 $1,245
Costs paid during the three month period ended
September 30, 1997 250 - 75 325
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Remaining liability as of September 30, 1997 $ 542 $119 $259 $ 920
======================================
</TABLE>
Note 3. Capital Transactions
During the three month period ended September 30, 1997, pursuant to the
terms of FTD's 1994 Stock Award and Incentive Plan, options to purchase 4,000
class A shares previously granted,
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were canceled.
Note 4. Earnings Per Share
Primary and fully diluted earnings (loss) per common share and common
equivalent share has been computed based on the weighted average number of
common and common equivalent shares outstanding of 7,622,827 for the three
month period ended September 30, 1997 and 7,700,703 for the three month period
ended September 30, 1996
Note 5. Employee Benefit Obligations
FTD established a new 401 (k) savings plan for all of its eligible
employees to replace certain benefits eliminated under its defined benefit
pensions plan. Effective January 1, 1997, amendments to FTD's defined benefit
pension plan were adopted, including the elimination of the accrual of future
benefits under the plan. As a result of these amendments, and the
corresponding remeasurement of the accumulated and projected benefit
obligations under the plan, a pre-tax pension curtailment gain of $0.3 million
was recognized in income as a reduction in selling, general and administrative
costs during the three month period ended September 30, 1997.
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Except for the historical information contained in this report, certain
statements made herein are forward-looking statements that involve risks and
uncertainties and are subject to important factors that could cause actual
results to differ materially from these forward-looking statements, including,
without limitation, the effect of economic and market conditions and the impact
of competitive activities.
FTD generates its revenue from four principal areas of operation.
Marketplace represents FTD's wholesale distribution of hardgoods to retail
florists in North America. FTD's Clearinghouse operation provides order
billing and collection services to both the sending and receiving florists, and
FTD receives a percentage of the sales price for the service. Mercury Network
is FTD's proprietary telecommunications network used by florists to transmit
orders through FTD or through competing clearinghouses. Other revenue is
derived from the 1-800-SEND-FTD direct marketing business, FTD Florists' Online
Internet site (www.ftd.com), credit card authorization and processing,
publications and FTD's Flowers After Hours order taking service.
THREE MONTH PERIOD ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTH PERIOD
ENDED SEPTEMBER 30, 1996.
The following is a discussion of changes in the Company's financial
condition and results of operations for the three month period ended September
30, 1997, compared with the three month period ended September 30, 1996.
Revenue decreased by $1.6 million, or 4.3%, to $35.5 million for the three
month period ended September 30, 1997, compared to $37.1 million for the three
month period ended September 30, 1996. This decline in revenue was primarily
the net result of decreases in Marketplace and Mercury Network revenue.
Marketplace revenue decreased by $1.1 million, or 8.1%, to $12.5 million
for the three month period ended September 30, 1997 compared to $13.6 million
for the three month period ended September 30, 1996. The decrease from the
prior year was the result of the timing of several shipments which resulted in
lower sales volume of holiday products. Marketplace revenue was 35.2% and
36.7% of total revenue for the three months ended September 30, 1997 and 1996,
respectively.
Mercury Network revenue decreased by $.5 million, or 5.9%, to $8.0 million
for the three months ended September 30, 1997 from $8.5 for the three month
period ended September 30, 1996. This decrease is primarily due to a decrease
in sales of Advantage Business Systems.
The cost of goods sold and services provided decreased by $1.4 million, or
6.0%, to $22.0 million for the three month
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period ended September 30, 1997 from $23.4 million for the three month period
ended September 30, 1996. This is primarily the result of lower cost of
goods sold related to lower Marketplace sales discussed above. In addition,
FTD realized cost reductions resulting from improvement in customer service
operations. As a percent of revenue, cost of goods sold and services provided
decreased slightly to 62.0% for the three month period ended September 30, 1997,
from 63.1% for the three month period ended September 30, 1996.
Selling, general and administrative expenses decreased $1.2 million, or
10.6%, to $10.1 for the three month period ended September 30, 1997, from $11.3
for the three month period ended September 30, 1996. The decrease is primarily
due to FTD's lower advertising and promotional expenditures in the first of
quarter fiscal 1998 as compared to the same period in fiscal 1997, as well as
lower administrative expenses due to the Company's facility consolidation in
fiscal 1997.
Interest expense for the three month period ended September 30, 1997 was
$3.0 as compared to $3.3 for the three month period ended September 30, 1996.
The decrease of $0.3 million resulted from a reduction in debt during the three
month period ended September 30, 1997.
Income tax expense for the three month period ended September 30, 1997 was
$0.5 million compared to minimal tax expense for the comparable three month
period ended September 30, 1996. The change resulted from the increase in
taxable income (loss).
Net income was $0.2 million for the three month period ended September 30,
1997, an improvement of $0.7 million, from a loss of $0.5 million for the three
month period ended September 30, 1996. The change is attributable to the
factors previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
FTD has two sources of long-term debt consisting of a bank credit
agreement and senior subordinated notes. The bank credit agreement consists of
$45.0 million in term loans and a $25.0 million revolving credit facility,
which has not been utilized to date. The term loans bear interest at floating
rates and are to be repaid over five years. FTD repaid $2.2 million of the
term loans in the three month period ended September 30, 1997. The senior
subordinated notes consists of $60.0 million aggregate principal amount and
bear interest at 14%. FTD funded the interest and debt repayments for the bank
debt and notes through cash flow from operations.
The Company has conducted a review of its computer systems to identify
the systems that could be affected by the "Year 2000" issue and is developing
an implementation plan to resolve the issue. The year 2000 problem is the result
of computer programs being written using two digits rather than four to define
the applicable year. Any of the Company's programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a major system failure or miscalculations.
The Company expects its year 2000 date conversion project to be
completed on a timely basis. During the execution of this project the Company
will incur internal staff costs as well as consulting and other expenses
related to enhancements necessary to prepare the systems for the year 2000.
The expense of the year 2000 project as well as the related potential effect
on the Company's earnings is not expected to have a material effect on its
financial position or results of operations.
For the three month period ended September 30, 1997, FTD used cash in the
amount of $6.9 million, as compared to a $51 thousand increase in cash for the
three month period ended September 30, 1996.
Cash used by operating activities was $4.5 million for the three month
period ended September 30, 1997, compared to cash provided by operating
activities of $3.0 million for the three month period ended September 30,
1996. Depreciation and amortization was $3.3 million for the
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three month period ended September 30, 1997, and $3.6 million for the three
month period ended September 30, 1996. The decrease in cash is primarily due
to an increase in accounts receivable and a decrease in accounts payable for the
period ended September 30, 1997.
Cash used in investing activities, consisting of capital expenditures net
of disposal of assets , was $62 thousand for the three month period ended
September 30, 1997 compared to $1.4 million for the three month period ended
September 30, 1996.
Cash used in financing activities, primarily reflecting the payment of
principal on the term loans was $2.3 million for the three month period ended
September 30, 1997 compared to $1.5 million for the three month period ended
September 30, 1996. During the first quarter of fiscal 1998, the Company
repurchased from a former officer 30,930 shares of Class A Common Stock for
approximately $75,000.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On July 16, 1997, Teleflora LLC ("Teleflora") instituted an arbitration
proceeding against FTD in Southfield, Michigan. The arbitration alleged that
FTD breached a 1991 agreement by which FTD provides certain Mercury Network
services to Teleflora. On July 21, 1997 Teleflora filed a complaint against
FTD in United States District Court for the Central District of California
containing six counts alleging monopolization and attempted monopolization. On
October 28, 1997, Teleflora dismissed the federal antitrust suit and the breach
of contract arbitration that it instituted against FTD.
Item 5. Other Information
The Company filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (the "Registration Statement") under the
Securities Act of 1933, as amended, in the first quarter of fiscal 1998. This
Registration Statement was filed with respect to shares of the Company's Class
A Common Stock for sale solely to certain members of FTD Association. The
shares are being offered to satisfy certain of the Company's obligations
contained in the Mutual Support Agreement, dated December 18, 1994, between
Florists' Transworld Delivery, Inc. and FTD Association, as amended. These
shares will be subject to certain restrictions on transfer. The offering price
and the subscription period for this offering of 573,039 shares has not yet
been determined.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------------------------------------
11 Computation of Earnings Per Share.
27 Financial Data Schedule.
(b) Reports on Form 8-K
FTD did not file any reports on Form 8-K during the three month period
ended September 30, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the 14th day of November, 1997.
FTD CORPORATION
By: /s/ FRANCIS C. PICCIRILLO
Francis C. Piccirillo
Treasurer
(Principal financial officer and officer duly authorized
to sign on behalf of registrant)
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EXHIBIT INDEX
Paper (P)
Exhibit or
Number Description Electronic (E)
- --------- ----------- --------------
11 Computation of Earnings Per Share E
27 Financial Data Schedule E
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EXHIBIT 11
FTD CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1997 1996
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<S> <C> <C>
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE:
Net earnings (loss) applicable to common stock $ 180 ($548)
Average number of common shares outstanding 7,623 7,701
Common stock equivalents due to dilutive affect
of stock options and warrants - -
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Total average number of common shares outstanding 7,623 7,701
Primary and Fully Diluted earnings (loss) per share $0.02 ($0.07)
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FTD
CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 21,398
<SECURITIES> 0
<RECEIVABLES> 31,342
<ALLOWANCES> 2,247
<INVENTORY> 14,520
<CURRENT-ASSETS> 76,460
<PP&E> 18,192
<DEPRECIATION> 26,381
<TOTAL-ASSETS> 177,116
<CURRENT-LIABILITIES> 69,387
<BONDS> 80,260
0
0
<COMMON> 63
<OTHER-SE> 27,204
<TOTAL-LIABILITY-AND-EQUITY> 177,116
<SALES> 12,529
<TOTAL-REVENUES> 35,487
<CGS> 8,746
<TOTAL-COSTS> 22,038
<OTHER-EXPENSES> 10,136
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,003
<INCOME-PRETAX> 637
<INCOME-TAX> 458
<INCOME-CONTINUING> 180
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 180
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
